SEC Comment Letter for CLEANSPARK, INC. (CLSK) (CIK 0000827876) (CLSK) — Mar 23, 2018
CLEANSPARK, INC. (CLSK) (CIK 0000827876)
Date: March 23, 2018 · CIK: 0000827876 · Accession: 0000000000-18-008972
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 March 23 , 2018 Matthew S chultz President, Chief Executive Officer, Principal Executive Officer and Director CleanSpark, Inc. 70 North Main Street, Suite 105 Bountiful, Utah
Re: CleanSpark, Inc. Form 10-K for Fiscal Year Ended September 30, 2017 Filed January 16, 2018 Response Dated March 9, 2018 File No. 0-53498
Dear Mr. Schultz :
We have reviewed your March 9, 2018 response to our comment letter and have the following comment. In our comment , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon a s possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment , we may have additional comments. Unless we note otherwise, our reference to prior comments is to comments in our February 27, 2018 letter .
Notes to Consolidated Financial Statements, page F -6
Note 4. Business Acquisition, page F -10
1. We have reviewed your response to comment one. For each asset that is at risk o f material impairment at the most recent balance sheet date (for example the Flexpower system, goodwill, and other intangibles), we believe MD&A should be revised to:
disclose the extent by which fair value or undiscounted cash flows, as applicable, excee ded carrying value as of the date of the most recent impairment test; provide a description of the methods and key assumptions used to determine the fair value and expected cash flows of the assets and how those key assumptions were determined;
Matthew Schultz CleanSpark, Inc. March 23, 2018 Page 2
include a discussion of the degree of uncertainty associated with the key assumptions (for example, the valuation model assumes the following contract awards within a designated time frame and growth rates of over 20%); and include a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions (for example, if contract discussions with Macerich do not materialize, further asset impairments of what magnitude and in what periods may be recor ded).
Please confirm you will endeavor to provide disclosures of this nature in future filings, where applicable.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Robyn Manuel, Staff Accountant, at 202-551-3823 if you have questions regarding comments on the financial statements and related matters. You may contact me at 202-551-3344 with any other questions.
Sincerely,
/s/ William H. Thompson
Show Raw Text
Mail Stop 3561 March 23 , 2018 Matthew S chultz President, Chief Executive Officer, Principal Executive Officer and Director CleanSpark, Inc. 70 North Main Street, Suite 105 Bountiful, Utah Re: CleanSpark, Inc. Form 10-K for Fiscal Year Ended September 30, 2017 Filed January 16, 2018 Response Dated March 9, 2018 File No. 0-53498 Dear Mr. Schultz : We have reviewed your March 9, 2018 response to our comment letter and have the following comment. In our comment , we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon a s possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment , we may have additional comments. Unless we note otherwise, our reference to prior comments is to comments in our February 27, 2018 letter . Notes to Consolidated Financial Statements, page F -6 Note 4. Business Acquisition, page F -10 1. We have reviewed your response to comment one. For each asset that is at risk o f material impairment at the most recent balance sheet date (for example the Flexpower system, goodwill, and other intangibles), we believe MD&A should be revised to: disclose the extent by which fair value or undiscounted cash flows, as applicable, excee ded carrying value as of the date of the most recent impairment test; provide a description of the methods and key assumptions used to determine the fair value and expected cash flows of the assets and how those key assumptions were determined; Matthew Schultz CleanSpark, Inc. March 23, 2018 Page 2 include a discussion of the degree of uncertainty associated with the key assumptions (for example, the valuation model assumes the following contract awards within a designated time frame and growth rates of over 20%); and include a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions (for example, if contract discussions with Macerich do not materialize, further asset impairments of what magnitude and in what periods may be recor ded). Please confirm you will endeavor to provide disclosures of this nature in future filings, where applicable. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Robyn Manuel, Staff Accountant, at 202-551-3823 if you have questions regarding comments on the financial statements and related matters. You may contact me at 202-551-3344 with any other questions. Sincerely, /s/ William H. Thompson William H. Thompson Branch Chief Office of Consumer Products